Our Board of Directors has adopted, subject to
stockholder approval, an amendment and restatement of our
Certificate of Incorporation attached as
Appendix D
to increase the authorized number of shares of common stock from
900,000,000 shares to 1,790,000,000 shares.

The additional shares of common stock would have
rights identical to the currently outstanding common stock.
Adoption of the proposed amendment and any issuance of the
common stock would not affect the rights of the holders of
currently outstanding common stock, except for effects
incidental to increasing the outstanding number of shares of the
common stock, such as dilution of the earnings per share and
voting rights of current holders of common stock. In addition to
the 657,360,256 shares of common stock outstanding at
April 30, 2004, we have reserved 114,373,019 shares
for issuance upon the exercise of options and rights granted or
to be granted under our stock option and stock purchase plans.

Our Certificate of Incorporation also authorizes
10,000,000 shares of preferred stock. There are no
outstanding shares of preferred stock, and this amendment would
not change the number of authorized shares of preferred stock.

If this amendment to increase the authorized
number of shares of common stock is approved by the
stockholders, it will become effective when we file the Amended
and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware.

In May 2000 and again in August 2003, we effected
two-for-one stock splits in the form of a stock dividend. These
stock splits used a substantial portion of the currently
authorized 900,000,000 shares of common stock. Without
increasing the number of authorized but unissued shares of
common stock, we will be unable to effect any stock splits in
the form of a stock dividend in the

future. We believe that it is advisable and in
the best interests of the stockholders to have available
additional authorized but unissued shares of common stock in an
amount adequate to provide for our future needs. We currently
have no specific plans to issue the additional shares of common
stock that would be authorized by this proposal. However, these
shares will provide additional flexibility to use our capital
stock for business and financial purposes in the future. The
additional shares may be used for various purposes, including
similar stock dividends and the following:



raising capital;



providing equity incentives to employees,
officers, or directors;



establishing strategic relationships with other
companies; and



expanding our business or product lines through
the acquisition of other businesses or products.

We could also use the additional shares of common
stock to oppose a hostile takeover attempt or delay or prevent
changes in control or management. For example, without further
stockholder approval, we could adopt a poison pill
that would, under certain circumstances related to an
acquisition of shares that we did not approve, give certain
holders the right to acquire additional shares of common stock
at a low price. We also could strategically sell shares of
common stock in a private transaction to purchasers who would
oppose a takeover or favor the current Board. This proposal to
increase the authorized number of shares of common stock has
been prompted by business and financial considerations, and not
by the threat of any hostile takeover attempt (nor are we
currently aware of any such attempts directed at us). However,
you should be aware that approval of this proposal could
facilitate future efforts to prevent changes in control of the
Board, including transactions in which you might otherwise
receive a premium for your shares over then current market
prices.

The affirmative vote of the holders of a majority
of the shares of common stock will be required to approve these
amendments to our Certificate of Incorporation. As a result,
abstentions and broker non-votes will have the same effect as
negative votes.